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Exhibit 10(y)
EMPLOYMENT AND CONFIDENTIAL INFORMATION AGREEMENT
This Agreement ("Agreement") is entered into on April 24, 2006
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between Greg Bentley ("Employee") and KV PHARMACEUTICAL COMPANY
("KV"), a
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Delaware corporation ("Employer").
In consideration of Employee's employment or continued employment
by
Employer and other valuable consideration, the receipt and
sufficiency of
which are acknowledged, Employee agrees as follows:
1. AFFILIATES. KV has or may in the future have one or more
subsidiaries and/or affiliated companies (collectively referred to
in the
remainder of this Agreement along with KV as the "Companies"). From
time to
time, Employer and the Companies may exchange or use facilities,
technology
and/or Confidential Information (as that term is defined in
Paragraph 6 below)
of the other. The covenants in this Agreement are for the benefit
and
protection of the Employer and the Companies.
2. NATURE OF EMPLOYMENT. Employee is hereby employed by Employer
in
the position of Senior Vice President and General Counsel.
Employee
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acknowledges and agrees that his/her job title and/or
responsibilities may
change from time to time. Employee further agrees that, at all
times, (s)he
shall devote his/her full time and best efforts to performing all
duties
reasonably assigned by Employer.
3. COMPENSATION. As compensation for Employee's services to
Employer,
Employee will receive a base salary at the rate of Three Hundred
Thousand
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Dollars per year ($300,000.00), payable at such intervals as
Employer pays its
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other employees at comparable employment levels. Employee will be
entitled to
participate in the fringe benefits normally provided to other
employees at
comparable employment levels. Employee's compensation will be
subject to
Employer's normal compensation review.
4. TERM. The initial term of this Agreement shall begin on April
24,
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2006, and continue until March 31, 2007, unless terminated sooner
in
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accordance with this Agreement. If not terminated sooner, this
Agreement will
automatically renew for successive one (1) year periods unless and
until
either party terminates this Agreement. Termination of this
Agreement by
either party, for any reason, will in no manner affect the
covenants contained
in Sections 6-11 of this Agreement.
5. TERMINATION.
A. Employee may terminate this Agreement, for any reason, with
one hundred-twenty (120) calendar days' advance written notice.
Employer may
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elect to have the Employee cease work at any time during the notice
period for
any reason, including without limitation, the reasons set forth in
Paragraph
5C below. In such event, Employer's obligation to provide Employee
with
compensation and benefits will end when Employee ceases to work.
Employer's
exercise of this option will not be construed as a termination by
Employer.
B. Employer may terminate this Agreement for any reason by
giving
the Employee one hundred twenty (120) calendar days' advance
written notice.
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Employer may, in its sole, either permit Employee to work during
the notice
period, or pay Employee in lieu of having Employee continue to
work. If
Employer exercises this right and option, it shall pay Employee, on
Employer's
regularly scheduled paydays and in accordance with Employer's
regular pay
practices, either: (A) Employee's regular weekly compensation for
the notice
period or (B) one-half (1/2) of Employee's regular weekly
compensation for a
period of twice the notice period. Employer reserves the right to
cease the
payment(s) described above if, in Employer's reasonable
determination,
Employee breaches this Agreement during the period of such
payments. If
Employer elects to pay Employee in lieu of Employee continuing to
work,
Employer will pay Employee's regular wages for the notice period,
less
whatever compensation Employee receives from other full-time
employment
during the
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notice period. Notwithstanding the foregoing, Employer may
terminate this
Agreement without prior written notice to Employee or any
continuing
compensation obligations if, in Employer's reasonable
determination, Employee
has breached this Agreement or Employee has engaged in dishonesty,
disloyalty,
failure to perform his/her duties to Employer or any act which may
be harmful
to the reputation of Employer and/or the Companies.
C. Employee agrees to faithfully, diligently, and to the best
of
her/his ability, experience and talents, perform all of the duties
required
prior to notice if Employee continues to work during the notice
period. In all
situations, Employee will comply with the terms of this Agreement
and will
engage in honest, faithful and loyal conduct during the notice
period.
6. CONFIDENTIAL INFORMATION. In the course of performing
his/her
responsibilities, as well as through training pertaining to the
business of
the Companies, Employee has or may come into possession of
technical,
financial, sales and/or other business information pertaining to
Employer
and/or the Companies which is not published or readily available to
the
public, and from which the Employer and/or the Companies may derive
economic
value, actual or potential, including, but not limited to, trade
secrets,
techniques, designs, formulae, methods, processes, devices,
machinery,
equipment, inventions, research and development projects, programs,
plans and
data, clinical projects and data, plans for future developments,
marketing
concepts and plans, pricing information, licensing agreements, and
lists of or
other information pertaining to and/or received from Employer,
employees of
the Companies, customers and/or suppliers (collectively referred to
as
"Confidential Information"). Employee acknowledges that the
Confidential
Information is important to and greatly affects the success of the
Employer
and the Companies in a competitive marketplace. Employee further
agrees that
while employed by Employer or any of the Companies, and at all
times
thereafter, regardless of how, when and why that employment ends,
Employee
will hold in the strictest confidence, and will not directly or
indirectly
disclose, duplicate and/or use for himself/herself or any other
person or
entity any Confidential Information without the prior written
consent of an
officer of Employer, or unless required to do so in order to
perform his/her
responsibilities while employed by Employer.
7. PUBLICATION. It is expressly agreed between Employee and the
Companies that Employee will hold in confidence and not make use of
any
Confidential Information at any time except as required in the
course and
performance of the Employee's employment with Employer or as
otherwise agreed
to in writing by the Corporate Communications Officer of Employer.
Employee
agrees not to publish or cause or permit to be published or
otherwise disclose
any article, oral presentation or material related to Employer
and/or the
Companies, including without limitation the Employer's and/or the
Companies'
Confidential Information and information related to any products or
proposed
products, without obtaining the prior written consent of the
Corporate
Communications Officer.
8. NO OTHER CONTRACT. Except as listed below, Employee warrants
that
(s)he is not bound by the terms of any other agreement, oral or
written, which
would limit or preclude him/her from disclosing to Employer and/or
the
Companies any idea, invention, discovery or other information
pertaining or
related to Employee's responsibilities. Employee agrees to promptly
provide
Employer with a copy of any and all agreements listed below, and
other
agreements which may prohibit or restrict his/her employment with
Employer.
Employee further agrees not to disclose to Employer or the
Companies, or to
seek to induce Employer or the Companies to use any confidential
information,
material or tra
